Tessera signs CEO employment pact with Michael Oster, ties pay to EBITDA targets

Tessera Defense and Homeland Security Inc. (NYSE American: HLSQ) disclosed in an 8-K dated October 7, 2026 that it and its Israeli subsidiary entered into an employment agreement with Michael Oster, who was appointed Chief Executive Officer of the Company as of March 4, 2026.¹ The agreement was approved by the Compensation Committee and the Board of Directors on October 7, 2026.¹

Under the deal, Oster is entitled to a monthly salary of NIS 55,000, approximately $18,000,¹ plus an annual performance-based cash bonus of up to 50% of annual base salary, based on conditions set each year by the Committee, the Board and the Israeli subsidiary's board.¹

Subject to shareholders raising the share cap under the 2026 Equity Incentive Plan from 685,000 to 6,000,000 shares at the Special Meeting set for October 20, 2026, Oster would receive 400,000 fully vested common shares in recognition of his contributions before the agreement's effective date, 1,000,000 restricted stock units vesting 25% on December 31, 2026 with the rest in quarterly installments over 24 months, and an option on 1,000,000 shares exercisable at $1.15 for two years.¹

Performance awards follow a tiered formula: for fiscal 2027, if EBITDA per share exceeds $0.05, Oster gets 200,000 shares plus 100,000 more for each additional whole cent, capped at 500,000 shares,¹ and for fiscal 2028 the same structure applies above a $0.10 threshold, also capped at 500,000 shares.¹

The company also said it has brought in over $6 million net through its at-the-market offering program, pricing shares at roughly $1.15 on average after accounting for its one-for-ten reverse split,¹ and secured a $5 million increase to a line of credit from an existing financing source.¹

A parallel employment agreement with CFO David Rokach, setting his monthly salary at NIS 35,000 (about $11,500) and granting 180,000 fully vested shares pending the same stockholder vote,¹ was disclosed in the same filing.